UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DIVERSIFIED RESTAURANT HOLDINGS, INC.
(Name of registrant in its charter)
|
| | | | |
Nevada | | | | 03-0606420 |
(State
or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | 5750 New King Drive, Suite 320 | | |
(Address
of principal executive offices) |
Registrant's telephone number: (833) 374-7282
No change
(Former address)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| | |
Title
of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $.0001 par value | SAUC | The NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
An annual meeting of the stockholders of Diversified Restaurant Holdings, Inc. (the "Company") was held on December 19, 2019
(the “Meeting”).
As of November 20, 2019, the record date for the annual meeting, there were 33,324,160 shares of the Company's common stock outstanding and entitled to vote. At the Annual Meeting, 29,028,505 shares, or approximately 87.1% of all outstanding shares of common stock, were present either in person or by proxy.
At the Meeting, our stockholders voted on each of the following matters:
| |
• | adoption
of the Agreement and Plan of Merger, dated as of November 6, 2019, by and among the Company, Patton Wings Intermediate Holdings, LLC ("Parent"), and Golden Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub will merger with and into the Company, with the Company surviving the merger as a direct wholly owned subsidiary of Parent; |
| |
• | approval
to adjourn the Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the merger proposal, or in the absence of a quorum; |
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• | an advisory vote to approve the compensation payments that will or may be paid to certain named executive officers in connection with the merger; |
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• | election of six directors, each for a one-year term; |
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• | an
advisory vote to approve the compensation of our executives disclosed in our proxy statement for the Meeting; |
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• | an advisory vote on the frequency of the advisory votes on the compensation of the Company's named execute officers; and |
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• | ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2019. |
The
final vote results for these three matters are set forth below.
The votes cast on the adoption of the Agreement and Plan of Merger were as follows:
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| | | |
Votes For | Votes Against | Abstentions | Broker
Non-Votes |
22,519,199 | 30,023 | 69 | 6,479,214 |
Proposal No. 2 - Approval to Adjourn the Meeting
The votes cast on the approval to adjourn the Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the merger proposal, or in the absence of a quorum were as follows:
|
| | | |
Votes
For | Votes Against | Abstentions | Broker Non-Votes |
28,787,721 | 234,829 | 5,955 | — |
Proposal No. 3 - Advisory Vote on Executive Compensation in Connection with the Merger
The votes cast on the advisory vote to approve the compensation payments that will or may be paid to certain named executive officers in connection with the merger were
as follows:
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| | | |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
22,421,357 | 74,024 | 53,910 | 6,479,214 |
Proposal
No. 4 - Election of Directors
The votes cast on the election of directors were as follows:
|
| | | | |
Nominee | Votes For | Votes Withheld | Abstentions | Broker Non-Votes |
| 21,594,587 | 954,704 | — | 6,479,214 |
Roger
Lipton | 22,485,532 | 63,759 | — | 6,479,214 |
Jay Alan Dusenberry | 22,413,495 | 135,796 | — | 6,479,214 |
Philip Friedman | 22,484,732 | 64,559 | — | 6,479,214 |
David
Ligotti | 21,582,536 | 966,755 | — | 6,479,214 |
Joseph M. Nowicki | 22,485,469 | 63,822 | — | 6,479,214 |
Proposal No. 5 - Advisory Vote on Executive Compensation
The votes cast on the advisory vote to approve the compensation
of our executives disclosed in our proxy statement for the Meeting were as follows:
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| | | |
Votes For | Votes Against | Abstentions | Broker Non-votes |
22,125,370 | 74,335 | 349,586 | 6,479,214 |
Proposal No. 6 - Advisory Vote on Frequency of Advisory Vote on Executive Compensation
The votes cast on the advisory vote on the frequency of the advisory vote on executive compensation were as follows:
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| | | | |
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-votes |
22,154,761 | 55,003 | 111,653 | 227,874 | 6,479,214 |
Proposal
No. 7 - Appointment of Independent Auditor
The votes cast on the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2019 were as follows:
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| | | |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
28,670,478 | 49,426 | 308,601 | — |
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | DIVERSIFIED RESTAURANT HOLDINGS, INC. | |
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Dated: | | By: | | |
| | Name: | | |
| | Title: | Acting
President (Principal Executive Officer) | |
